DWC Episode 2: Queen of the Moon
by The 1597 Faceless Writer
Summary: The Doctor and Derpy arrive on the Moon in the distant future to find that ponies have set up a massive colony there. However, something dark is lurking deep within the crust of the Moon and it vows vengeance on a certain Princess Luna.
1. Prologue: An Unintentional Detour

Author's Note: I now present the second tale in the Doctor Whooves Chronicles! Enjoy!

* * *

The Doctor Whooves Chronicles: Episode 2

Queen of the Moon

Prologue: An Unintentional Detour

_**The Moon of Gaia, 2000 C.E.**_

The Doctor was happy when the TARDIS finally came to a stop. Derpy let out a surprised yelp as she fell back onto her rump.

"Ow!" she groaned as she rubbed her bottom.

"You alright?" the Doctor asked as he leaned around the main console. Derp pulled herself off the floor and tried to get her balance back.

"Uh...I'm fine." The Doctor watched as Derpy's eyes began to invert and he cocked his head in response. He wanted to ask her about it but she spoke up before he had a chance. "What did you mean when you said that we wouldn't be returning to my time just yet?!"

"I meant what I said."

"Are we still in the past?"

"I don't know. The TARDIS is still trying to recover from its trip through the void. Outside those doors could be anywhere at anytime in your universe." The Doctor was quiet for a few seconds until a huge smile suddenly appeared on his face. "Well we might as well go ahead and enjoy this little detour of ours!" He began making his way towards the doors but Derpy got in his way.

"_Oh _no! You're not going to head out and drag me through another dangerous adventure! You're staying here to fix your ship so that you can get me home!"

"The TARDIS can heal itself. It's not too badly damaged. In fact, I think it'll be ready in a little bit. But _come on_, Ms. Hooves! Aren't you at least a _tiny_ bit curious about what lies beyond those doors? Anywhere at anytime. Isn't that exciting?" Derpy was quiet for a moment. The Doctor could see a spark appear in her eye. He knew that spark. It was the spark the signified the wanting for adventure. The lusting of answers. The desire to see the unknown. He knew this look all too well. A smile appeared on her face and her eyes slowly began to revert back into normal positions as she calmed herself down.

"Well...I guess a quick look wouldn't hurt. Just promise me that we won't be arrested or something!"

"I'm afraid that I can't make any promises like that as I am still unsure about what lies beyond those doors." The Doctor took a few steps towards Derpy and clasped one of her hooves in his. "But listen to me carefully, Derpy Hooves. I will _never_ let anything happen to you while you're under my care. That's a definite promise. Do you understand?" Derpy fell silent again. The Doctor could feel her peering deep into his eyes. He broke eye contact with her as if to prevent her from looking into his soul.

"I understand, Doctor," Derpy replied. The Doctor smiled and nodded.

"Well then," he said as he beckoned Derpy towards the doors, "ladies...er...mares first."

* * *

It would be a lie to say that Derpy wasn't nervous. She was excited, sure, but the Nightmare Moon adventure was still fresh in her mind, as well as Isaac Longhair's warning of "the monster behind the glass". Still, it couldn't hurt to take a quick peek outside the TARDIS just to see where they ended up. Derpy approached the doors with caution and grabbed the handle with her hoof. She pulled the door open. For a few seconds, Derpy was blinded by a bright, white light. She even thought for a moment that they had landed on a star, if that were even possible. Eventually, her eyes adjusted to the light. A white, metallic room awaited Derpy and the Doctor outside the TARDIS. It looked so clean and perfect that Derpy couldn't help but feel intrigued. She walked through the doors.

The room appeared to be a lounge of sorts. Blue and white sofas and padded chairs were situated all throughout the room. Coffee tables were placed in front of the sofas and Derpy could make out the remnants of coffee, cookies, and...was that blueberry muffins that she smelled? Normally, her attention would have been immediately drawn to the leftover plate on the coffee table that had a few crumbs left behind from what had once been a fresh blueberry muffin, but Derpy was too busy focusing on what was situated outside the window.

One of the room's four walls was a giant window that appeared to be made out of durable and expertly-cleaned glass. Through the window, Derpy could see a barren and rocky wasteland. The wasteland was gray and was filled with millions of craters that came in varying sizes. A wide, starry sky opened up above the wasteland. The main attraction in the sky was a planet suspended in space. On the other side of the planet, a burning, yellow sun could be seen. Derpy was speechless.

"Doctor...what is that?" she asked with a croak. The Doctor looked out the window and let out an entertained chuckle.

"That, Derpy, is what I assume to be what your planet looks like from space. Huh...it doesn't look that different from Earth, to be honest," the Doctor replied with a grin.

"We...we're on the Moon...aren't we?" Derpy turned to face the Doctor. He turned to look at her and sighed.

"Yes. It appears that we are indeed on the Moon."


	2. Moonbase One

Chapter 1: Moonbase One

_**The Moon of Gaia, 2000 C.E.**_

Derpy couldn't help but stare in awe at the sight before her: the surface of the Moon situated underneath a starry sky that held Gaia and the Sun right in the center of it. It was truly a wondrous sight to behold.

"We're on the Moon," said Derpy.

"Yes. I just said that," the Doctor replied.

"We're on the _Moon_!"

"I'm aware of that."

"We're _on the_-" Derpy fell silent when she saw the Doctor giving her a slightly annoyed look. She blushed a bit. "Sorry. I'm just trying to take it all in." Derpy turned away from the Doctor but she heard him give an understanding chuckle. She turned back just in time to see the Doctor place a hoof on her shoulder.

"Don't feel bad. Any_pony_ would act this way upon first finding themselves on the Moon."

"Did you act like this when you took your first trip in the TARDIS?" The question had just slipped out, but for a good reason. Derpy was still incredibly curious about the Doctor. Heck, she hardly knew the stallion and it was obvious that he had a few secrets to hide. The Doctor took his hoof off Derpy's shoulder and stared out towards the surface of the Moon. He then gave a tiny smile followed by a few, quick chuckles.

"It's been so long since I left my home planet...I don't remember what I felt like when I took off in that blasted blue box for the first time." He fell silent again. Derpy wanted to question him further but felt that it would be better if she held her questions back.

"So...what do you think this place is?" Derpy asked as she looked around the room.

"Ah, yes," said the Doctor as he suddenly snapped out of his somewhat melancholy state. "I think it would be best to assume that this is a moonbase."

"A moonbase?"

"Yes. A structure built upon the surface of the Moon, or _a_ moon."

"This definitely isn't my time. This must be the distant future."

"Why don't we do a bit of exploring and find out?"

"Sounds good...as long as we're not attacked or anything."

"Remember what I told you?"

"Yes. I remember."

"Then there's nothing for you to be afraid about!" Derpy smiled as the Doctor closed and locked the TARDIS doors. "While the TARDIS rests we can take a little exploration trip. Let's start with that door." Derpy looked towards a nearby door on the opposite wall. She nodded and began making her way towards the door. She felt excited...but she couldn't help but feel uneasy as well.

* * *

The Doctor and Derpy found a hallway on the other side of the door. The Doctor was intrigued for the hallway resembled that of a hallway found in an Earth hotel. It had a red carpet, tan wallpaper on the walls, and a white-painted ceiling. Several doors with numbers on them stretched down along the walls of the hallway. He looked up above the door he and Derpy had just passed through to see the words _Viewing Lounge 10_ engraved in the wall. He then turned around as he and Derpy continued down the hallway.

It was extraordinarily quiet in the hallway. If this was a hotel of sorts, it must have been vacant. The Doctor could at least feel a few moments of peace knowing that there was no danger...yet. He looked at Derpy, who appeared to be just as interested in the hotel-esque hallway as he was. He couldn't help but think about how nice it was to not be alone anymore. Several memories suddenly flashed before him: his losing of Rose, Martha's departure, Donna's fate, his refusal of Christina de Souza, and...the death of Adelaide Brooke. He began to feel uneasy. He looked at Derpy again. This would be it: this trip to the Moon. This would be his last trip with Derpy Hooves of Equestria. He would take her home, drop her off, and then head back to his own dimension. He won't let anything happen to anyone, or anypony, ever again. He was sure of this.

"Doctor?" asked Derpy suddenly. The Doctor realized that he had been staring at Derpy and he quickly turned away. "What's wrong?"

"Nothing," the Doctor lied quickly. "I...I've just got a lot on my mind at the moment."

"Like what?"

"Nothing for you to concern yourself with, Ms. Hooves."

"My Mom used to tell me how it was best to talk about your feelings. That's always helped me feel better when I'm feeling down." The Doctor couldn't help but smile. She was such an innocent and surprisingly-intelligent soul. He wasn't going to ruin it.

"Trust me, Derpy, you have no interest in hearing about what I've seen." Derpy looked like she was going to continue to press on so the Doctor decided to quickly change the subject. "Here we are! Another door!" Derpy rolled her slightly inverted eyes as the Doctor led her through the door at the end of the hallway.

* * *

Derpy felt her jaw drop as she stepped through the door. Outside the hallway was a large atrium. She looked back to see the words _East Wing, Residential Hallway 14_ printed above the door. She then turned to examine the atrium as a whole. It looked like nothing Derpy had seen before. A large, circular, dome of glass acted as the ceiling. Holographic images moved across the surface of the glass. Plants of all kinds were scattered throughout the atrium. There were even a few trees (some came in vibrant colors such as purple, orange, and indigo). A massive fountain stood in the middle of the atrium. Multicolored water poured out of the fountain and cascaded down into a massive pond beneath it. The pond was filled with fish and other sea creatures that Derpy knew hadn't been discovered yet by her time. Unlike the hallway, the atrium was full of ponies, animals, and other creatures. A café was situated towards the edge of the atrium and Derpy could see ponies of all kinds sitting there and conversing peacefully with griffins, donkeys, buffalo, zebras, and even dragons. Through the atrium's glass ceiling, Derpy could see a spaceship approaching the the building. A few seconds later, a door opened on the other side of the atrium and several ponies and other creatures (all of them carrying luggage) emerged. As the new arrivals entered the atrium, a holographic image of Princess Celestia appeared in the atrium's glass.

"Welcome to Moonbase One. The date is April 16, 2000 C.E. Please head to the real estate sector to obtain access to your new homes or temporary dorms. I, along with the hardworking members of Equestrian-Galactic Enterprises, hope that you enjoy your stay," said the holographic Celestia. Derpy felt her heart slightly skip a beat.

"2000 C.E.?!" she gasped.

"That was helpful. Now we now exactly what year we're in and what this place is called!" the Doctor said with a smile.

"We're on the _Moon_ in _2000 C.E._"

"Are we going to play the repeat game again?" Derpy cleared her throat and blushed awkwardly.

"No. Sorry. Still trying to take it all in."

"Fair enough. This is truly an amazing sight. Look at where you ponies will be. About 1000 years and here you are. That's quite impressive." Suddenly, a loud grumble emanated from Derpy's stomach. The Doctor chuckled. "Feeling hungry?"

"A bit."

"Heh. Me too." Derpy and the Doctor turned in the direction of the café. "That place looks promising."

"But how are we going to pay for it? Do you have any bits?" Derpy asked

"Bits?" the Doctor asked as he turned to look at a strange machine of sorts. "Ah! An ATM! This should help us!" The Doctor walked over to the ATM, reached into one of his suit pockets, and pulled out the odd object that Derpy had seen him use during the battle with Nightmare Moon. He aimed it at the machine. A few seconds later, a bag full of bits fell out of a chute and landed in a pan next to the machine. "There we go!" Derpy stared at the bag with wide eyes as the Doctor picked it up. "You pay with gold in your world? You ponies are quite demanding."

"How did-"

"I'm guessing there are no ATMs in your time. Well, they're basically miniature banks."

"And you can just get as many bits as you want from them?!"

"Uh...no. That only happens if you have a Sonic Screwdriver like me."

"Oh." The Doctor placed the Sonic Screwdriver into his pocket and presented the bag of bits to Derpy.

"I think this'll cover our meal quite nicely."

* * *

The Doctor didn't realize how truly hungry he was until the veggie sandwich and hay fries were placed in front of him. Derpy, meanwhile, had ordered a plate consisting of nothing but muffins.

"You must really like muffins," the Doctor said with a smile.

"Of course! They're my most favorite food in the whole wide universe!" exclaimed the ecstatic pegasus.

"Muffins...why does that ring a bell?" Just then, without any warning, all of the lights in the atrium went out. The room would have been black as pitch if not for the light of the Sun and stars shining in through the atrium's glass dome roof. Several gasps rang out throughout the room and few screams of surprise could be heard as well. This lasted for about twenty seconds until the lights suddenly flickered back to life. Everypony in the atrium was clearly confused and a bit spooked by the event that had just transpired: the Doctor and Derpy included. "That didn't look good." Suddenly, a voice rang out from a nearby speaker.

"Do not be alarmed. There was just a short power failure. The problem has been resolved. There is nothing to worry about," stated the stern voice. The Doctor and Derpy turned to look at each other.

"I have a feeling that it's not as simple as that," said Derpy.

"I agree with you on that one, Ms. Hooves," the Doctor replied. The Doctor suddenly found his attention drawn to a conversation between a griffin and a zebra sitting at a table nearby.

"So, is it true?" asked the griffin.

"Is what true?" asked the zebra in response.

"I heard that Princess Luna was coming to visit Moonbase One."

"She is."

"Really?!"

"I know. I had the same reaction when I found out."

"I wonder what encouraged her to come back to the Moon after 1000 years. You'd think after already spending 1000 years here one would never want to see it again." The Doctor turned his attention away from the conversation and back to Derpy, who had also been listening in on the conversation.

"Princess Luna's coming?" Derpy asked in a hushed tone.

"That might be her now," the Doctor heard the zebra state. The Doctor and Derpy looked to see another spaceship approaching the base.

"Well," said the Doctor with an interested smirk, "this should be interesting."


	3. Friends of Royalty

Chapter 2: Friends of Royalty

_**The Moon of Gaia, 2000 C.E.**_

The doors to the docking bay opened and out stepped a tall, slender alicorn with a dark blue coat, a blue mane that flowed and shimmered like the night sky, and a crescent moon cutie mark. Several passerbys _oohed_ and _awed_ at the surprise arrival of Princess Luna of Equestria. She was accompanied by a group of several soldiers. Some of the soldiers had white coats and wore golden armor while some had dark blue coats and wore black armor. Princess Luna gave a smile as the hologram of her elder sister flashed on the ceiling of the atrium. Several spectators pulled out cameras, phones, and other technological objects in order to take pictures of the royal figure before them. Some of the soldiers stepped forward in order to make space for the Princess.

"Knew it!" chuckled the zebra as he and his griffin friend made their way towards the crowd gathering around Luna. The Doctor and Derpy turned to look at each other.

"Do you think she remembers us?" Derpy asked.

"Impossible to be sure from here," replied the Doctor. The Doctor then calmly stood up and took a few steps away from the table. "But there _is_ a way to find out." Derpy stood up and followed the Doctor down the stairs and towards the gathering crowd.

The Doctor was quite curious to meet Luna in this state. The only Luna he knew so far was the Luna who took the form of Nightmare Moon and he wasn't keen on meeting that Luna again. But, from what he saw around him, she appeared to be considerably popular. By the time the Doctor and Derpy made it to where the crowd was they could hardly see the Princess.

"How are we supposed to get her attention from here?" Derpy asked as she looked at the swarm of spectators.

"It would be pointless to try calling her name as that's what everypony else here is doing, but I do have one trick under my sleeve," the Doctor replied with a smirk. He reached into his pocket and pulled out his Sonic Screwdriver.

"That thing again. What did you call it?"

"It's called a Sonic Screwdriver."

"I saw you use it while you and Princess Celestia were fighting Nightmare Moon...and then you used it to access that..._ATM_."

"Oh, Ms. Hooves, this can do so much more than act as a shield or empty the contents of an ATM. Observe." The Doctor pointed the Sonic Screwdriver towards one of the speakers hanging from the ceiling and activated it. A shrill sound began reverberating through the room. Everypony in the room screamed with pain and covered their ears. This lasted for about five or so seconds until the Doctor finally obtained the decency to stop.

"_Never_ do that again!" Derpy snarled at the Doctor.

"I make no promises," the Doctor said back as he balanced the Sonic Screwdriver in his hoof. However, he had no time to put the device back into his pocket for he suddenly found himself surrounded by soldiers. "Uh...I come in peace?"

"He has attempted an assault on the Princess! Restrain him and his accomplice!" barked one of the soldiers. Derpy let out a gasp as one of the soldiers grabbed her. The soldiers began reaching for the Doctor.

"Wait!" called a smooth and lovely, but demanding, voice. The soldiers stopped in their tracks. The Doctor looked to see Princess Luna approaching him and Derpy. A smile appeared on her face as she examined him and Derpy closely. "Doctor? Derpy?"

"Ah! You _do_ remember us! I hope you do so in a positive light, of course," said the Doctor as he took a step forward. The Doctor let out a gasp as the alicorn leaned forward and gave him a hug.

"Oh! I knew I'd see you again! I cannot even begin to tell you how pleased I am to see you, especially on this day of all days!" Luna broke her hug with the Doctor and turned her attention to Derpy. The soldiers holding onto Derpy instantly let go and took a few steps back. Luna approached Derpy and gave her a hug as well. "And I am happy to see you as well, Derpy." Luna broke the hug and took a few steps back. Derpy turned to look at the Doctor; a look of bewilderment was painted on her face.

"Princess Luna just gave me a hug!" she said to the Doctor in a shrill whisper.

"Exciting, eh?" the Doctor asked in reply.

"Do not worry, soldiers. These are my friends. They are no threat to me, my sister, or anypony else," said Luna.

"If you trust them, your majesty, then we trust them as well," said one of the soldiers. Luna nodded and turned to face the Doctor and Derpy.

"I would be honored if you came to have dinner with me at the penthouse that my sister was kind enough to spare for me. We have much to catch up on."

"Indeed we do. Lead the way, your majesty," said the Doctor.

* * *

Derpy have never been in a penthouse before. She didn't even know anypony who lived in a penthouse. She knew that the owners of Sweet Apple Acres back home had some relatives in Manehattan, but said relatives lived in a normal apartment rather than a penthouse apartment. It was certainly obvious upon entering the penthouse that Princess Celestia had put some time aside to have somepony design this penthouse to fit Luna in almost every way. The carpet, ceiling, and walls were all decorated in a beautiful mixture of varying shades of blue. The dining area had a massive window that opened out to show the surface of the Moon as well as a large portion of Moonbase One. Magical star wisps floated through the air in the apartment, making Derpy feel as if she were floating in space amongst the burning spheres of magical gas. Luna sat at the head of the dining table. The Doctor took the seat to her right while Derpy took the seat to her left. A waiter came out and presented a series of appetizers. Derpy recognized none of the food that was placed before her but that didn't stop her from practically diving into her meal.

"I must say that I am very happy to finally meet the real Princess Luna," said the Doctor. "No offense, but your Nightmare Moon persona was not very friendly. I mean, stealing my TARDIS?! That was just plain rude!" Luna chuckled at the Doctor's comment.

"I remember that. Back when I was...conflicted," said Luna. "Anyway, I'm a bit confused by what you said, Doctor. You act as if you've only just met me."

"Do we see each other again; or rather, _have_ we seen each other multiple times in the past?"

"Why of course. Don't you remember?" The Doctor looked at Luna and sighed.

"It is impossible for me to remember because it hasn't happened to Derpy or I yet." Luna's eyes widened in realization. She turned to look at Derpy. Derpy stopped eating and looked up at Luna. Derpy couldn't help but note on how Luna's eyes looked almost like the Doctor's: old and filled with sadness from the horrors they had seen. Luna then let out a slightly embarrassed smile and exhaled deeply.

"Of course. How could I have forgotten? Time travelers. Obviously we're not going to meet each other in quite the right order. I keep forgetting that."

"Things like that tend to happen when you live as old as you have. Which would be...how long exactly?"

"2021 years."

"Congratulations! You've certainly got me beat! I'm only 906!" Derpy nearly choked on her food.

"What did you just say?!" Derpy asked.

"I'm 906 years old," the Doctor replied. "Didn't I tell you that?"

"You kinda forgot to mention it."

"Oh. Sorry about that. Well, you know now and that's what matters!"

"So," said Luna as she gave a small giggle, "where are you in your timeline in comparison to mine?"

"Well, before the Doctor and I arrived here, we...we had just come from the day you were banished to the Moon," Derpy informed.

"And, from how the Doctor talks, I'm guessing that this is the first time you've met me outside of my Nightmare Moon persona."

"That is correct," the Doctor replied.

"It's just...strange."

"What is, Princess?"

"Just this whole situation. Time travel and all. I've never been able to get used to it, no matter how many times I've come across you, Doctor." The three ponies fell silent for a few seconds. Derpy turned her attention to the window. Moonbase One was much bigger than she had imagined it to be. It was three times the size of Canterlot; and the penthouse they were in was definitely tall in its own right.

"It's beautiful here," Derpy complimented in order to break the silence. Luna smiled in response.

"Yes, it is. I'm glad to finally see it for my own eyes," exclaimed the Princess.

"So, how long has Moonbase One been in operation?" the Doctor asked.

"A little over six centuries. Space travel became a huge thing back in the 1200's. My sister was very keen on helping the ponies of Equestria, and the world for that matter, reach the stars. The first Equestrian spaceship was constructed in 1299. By the 1320's, we were regularly sending ponies into space. We began colonization of the Moon in 1331. At first, they were just little clusters of labs and bases and such. Space travel began to become easier and cheaper. More ponies traveled to the Moon as well as other creatures such as griffins, zebras, dragons, the like. Finally, in 1386, we combined all of the bases and labs into Moonbase One. Over the years, Moonbase One has grown and grown and grown to the state in which you see it today. It took a lot of hard work but I think it paid off in the end."

"What about Equestrian-Galactic Enterprises?" Derpy asked.

"Oh. My sister and I founded that along with the other rulers of the countries of Gaia back in the 1500's when Moonbase One began to take on its current form. It's basically in charge of the space industry as well as acts as a negotiator in terms of when extraterrestrials travel to Gaia," Luna replied.

"And how many extraterrestrial encounters has Gaia had?" the Doctor asked.

"Thousands. Mostly in the past 1000 years or so. There might have been some alien activity in previous centuries but our historians and archaeologists have found it hard to find any solid evidence." The Doctor let out a sudden, giddy laugh. "Something funny?"

"Oh nothing. It's just...historians and archaeologists."

"What's funny about them?" Derpy asked.

"I'm a time traveler. I point and laugh at historians and archaeologists," the Doctor replied with a smile. Luna smiled back.

"Well, _some_ of us aren't lucky enough to own a magical blue box that can travel throughout the whole of space and time so we at least try to manage with what we've got," Luna said as she took a sip of tea.

"So, your majesty, this is your first trip to Moonbase One?" Derpy asked.

"Yes."

"Why have you waited this long to visit it?" Everypony fell silent. Luna placed her teacup down and cleared her throat.

"Well, after being trapped here for 1000 years, I wasn't truly keen on coming back."

"But why come back now?" the Doctor asked suddenly.

"Hmm?" asked Luna.

"1000 years of being stuck on this floating rock in the sky. Surely one would never wish to return and see this place again. And, yet, here you are. 1000 years later."

"1000 years on the Moon. 1000 years away from the Moon. I think the math adds up, Doctor." Derpy noticed that Luna appeared a bit more nervous than she previously had.

"Sure, the math adds up. However, if it isn't _too_ personal, my temporary companion and I would be interested in hearing about why you decided to come back," said the Doctor. Something about the phrase _temporary companion_ hurt Derpy a bit. She didn't know why but she was starting to feel that she deserved the title of _companion_ without the _temporary_ part at the beginning. Luna sighed and looked towards the window.

"Even if you two are early in your timeline, I'm positive that I can trust you two," she said.

"Of course," the Doctor said soothingly.

"We won't tell anypony," Derpy added. Luna smiled and nodded.

"I've definitely not been keen on coming back to this place. After returning to Equestria, I never wanted to set a hoof on the Moon ever again. However, over the years, the curiosity grew on me. I began wondering if she were still here. If she were still alive. I wanted to make sure if things were safe here."

"Who's this _she_?" the Doctor asked. A look of fear appeared on Luna's face.

"The Moon isn't as abandoned as it appears, Doctor. Let's just say that I wasn't alone during my 1000-year banishment to this place. Something else was here with me. Something far worse than my Nightmare Moon persona." Derpy began looking around the room. The lighting hadn't changed but everything seemed darker.

"Who is this thing?"

"I don't know her name. I never tried to find out her name. I wonder if she even _has_ a name. We fought constantly over the centuries I was here. No matter how many times I beat her, she always came back. Sometimes it only took her a day to recover. Sometimes it took a week, a month, a decade, or even a century. But she always came back."

"Why did she and you fight so much?"

"She wanted to destroy me. For what reason? I cannot answer. She just wanted blood. I could see it in her eyes...those dark, soulless eyes."

"And...what happened to her?" Derpy asked.

"I am sorry to say that I am unaware of that fact as well," Luna sighed. "She and I had our final battle a good two years before I returned to Equestria. I do not know what happened to her. A part of me thinks that she died but another part of me knows otherwise. She's out there somewhere...waiting."

"So you've finally come back to the Moon to make sure that this _she_ is gone and if she isn't then you intend to make this so in order to protect the creatures here at Moonbase One," the Doctor concluded. Luna nodded.

"Exactly." An idea suddenly flashed into Derpy's mind. She felt her limbs grow light.

"But...what if she _is_ out there?" Derpy asked. The Doctor and Luna turned to Derpy. "What if...she doesn't have any problem with anypony else except for you. What if she's been waiting this whole time to see if you'd return?" The Doctor and Luna turned to each other. At this moment, everything seemed to grow cold around them. The lights began to flicker and the walls began to moan. Derpy shivered a bit. "That doesn't sound good."

"I don't think it is," said the Doctor. Luna stood up and backed away from the table. She definitely looked spooked about something.

"She's coming. I can feel her," Luna stated.

"Where is she? Where is she coming from?" Derpy asked.

"I don't know." It was at this moment that the lights in the penthouse went out and Derpy screamed.


	4. In the Dark

Chapter 3: In the Dark

_**The Moon of Gaia, 2000 C.E.**_

Only a few seconds of darkness had passed before a bright light appeared out of nowhere. It took a couple seconds for the Doctor's eyes to adjust and see that the light was emanating from Luna's horn.

"Is everypony okay?" Luna asked.

"I'm good," the Doctor replied. He began looking around for any sign of his pegasus companion. "Derpy? Derpy, are you there?" There was no response. The Doctor could feel his hearts begin to pound quicker than normal. "Derpy?! Derpy?!"

"Don't worry, Doctor. I'm fine," said a familiar voice from the darkness. Derpy slowly entered the circle of light produced from Luna's horn. The pegasus appeared to be quite shaken up. "Sorry if I scared you two. The lights going out just frightened me."

"I think they frightened all of us." The Doctor walked over and wrapped one of his forelegs around Derpy. "Everything's going to be fine, all right?"

"I believe you." A smile appeared on Derpy's face which caused the Doctor to give a small smile in return.

"Something's wrong," Luna stated suddenly.

"I think that bit is obvious, your majesty. The lights going out and you stating that this old enemy of yours is here; I think there's quite a bit to worry about at the moment," said the Doctor.

"I wasn't talking about either of those things, even though those _are_ major things; I was talking about how none of the soldiers have burst in yet." Luna looked towards the front door of the apartment. The Doctor and Derpy followed suit. "Canterlot soldiers are trained to burst in at any sign of danger. Lights going out and the sound of Derpy's scream would be enough to have them burst in. And yet, we're still alone." The Doctor reached into his pocket and pulled out his Sonic Screwdriver.

"I've got this."

"Are you sure, Doctor?"

"Best if I go first." The Doctor turned his attention to Derpy. "Stay here with the Princess, Derpy." Derpy nodded in response and took a few steps back. The Doctor turned his attention to the front door and began to slowly advance towards it.

The walk to the door felt like hours to the Doctor even though, in reality, it only took about a minute or so. He made sure to make his steps as long and as soft as possible. His ears perked up and he carefully scanned his surroundings. He began to take note how his hearing was slightly improved in his equine form but he consented to think more of this once the danger had passed. The light from Luna's horn could only extend so far and thus the Doctor was almost in near darkness when he reached the front door. His grip on the Sonic Screwdriver tightened as he reached forward and unlocked the door. The releasing lock gave off a sharp _click_. The Doctor prepared himself for the scenario that something would burst through the door upon the sound of the releasing lock, but said scenario did not occur. The Doctor then carefully grasped the doorknob and turned it slowly. He was thankful that the doorknob had been well greased and thus no squeaks or groans came from it. Once the doorknob had been turned all the way, the Doctor slowly pulled the door open. He activated the Sonic Screwdriver in order to produce a decent source of light. Within seconds, the door was open and the Doctor found himself staring into a dark abyss of a hallway.

The hallway was extraordinarily cold. The Doctor carefully stepped out to examine the scene. He raised his Sonic Screwdriver in order to project his light radius a bit further. He looked for any sign of life. There was none. He perked his ears up again and listened. At first, all he heard was unnerving silence. Then he heard it: a light, calm sequence of tired breaths. He carefully walked in the direction of the breaths. It didn't take long for him to find the source. Lying on the floor just a few feet from the door was the body of a Canterlot guard. The Doctor knelt down to examine the guard. He wasn't dead nor was he injured. He was just caught in a deep sleep. The Doctor looked and listened for any other guards. However, he quick deduced that the sleeping guard was the only one within the vicinity of the apartment. The Doctor quickly grabbed the guard with his hooves and began dragging him towards the door.

* * *

Derpy was not a fan of the cold. She didn't hate it; but, when it came to choice, she would always prefer to warm summer's day to a cold winter's day. She and Luna stood in silence as they waited for the Doctor to return from the other side of the door. Derpy turned to Luna and gulped.

"Do you really think she's here?" Derpy whispered. Luna nodded.

"Yes," Luna whispered back. "I can sense her. She feels so incredibly close. It's almost as if she's breathing down my neck as we speak." Derpy gulped again and shook. She began to wonder if the Doctor had a coat collection somewhere in that TARDIS of his. It was then that the Doctor re-entered the penthouse. She was confused to see him dragging somepony along the floor.

"Who's that?" Derpy asked.

"A guard," the Doctor replied. "I found him asleep a few feet from the door."

"Are there any others?" Luna asked.

"No. They're all gone."

_They're dead_, Derpy thought. _She managed to kill them all but this one managed to survive. He probably had some immunity to her toxins or something of that nature_. Derpy's eyes widened a bit. Why was she thinking like this? How did she know that this _she_ had toxins? Derpy shook her head and categorized the thought as just some random guess.

"I think it would be best if we left the penthouse," the Doctor suggested.

"I think that would be best as well," Luna replied. "I don't think the power has gone out in all of Moonbase One. Just here in my penthouse." The Doctor nodded as he looked towards the window. Derpy looked too. She could see the lit buildings and skyscrapers of Moonbase One shining brightly beneath them. She began to take in just how tall Luna's penthouse was.

_Such an easy target_, Derpy thought. She shook her head again. Why was she thinking like that?

"Come on, Derpy," said the Doctor. Derpy looked to see that the Doctor and Luna were already making their way towards the door. Luna was carrying the unconscious guard on her back.

"Coming!" Derpy exclaimed as she proceeded to follow them.

They walked out of the penthouse, not even taking the time to close the door behind them, and made it over to the stairwell. Derpy looked over the railing to see that it was a long way down.

"That'll take a while to get down," said the Doctor. Just then, Derpy felt her body grow weightless. She looked to see that she was being levitated by Luna. The Doctor and the unconscious guard were being levitated as well.

"Let's take the shortcut," Luna giggled as she jumped over the railing. She spread her wings out and slowly glided down to the bottom of the stairwell, Derpy and the Doctor floating next to her throughout all of this. Luna landed at the bottom of the stairwell softly and proceeded to place Derpy and the Doctor down. Luna then walked over the the door and opened it. Derpy gasped and covered her eyes as bright light exploded through the door.

* * *

The Doctor was glad to finally be back in the world of light. Through the door was a well-lit lobby that was almost completely empty save for a few staff members. Luna was the first through the door and Derpy was second. The Doctor closed and locked the door behind him as he stepped through. A few Canterlot guards who had been standing by the door were surprised by Luna's appearance.

"Your majesty?" asked one of the guards.

"Tell your fellow soldiers to keep a sharp eye out for anything peculiar. We are under attack," Luna said to the soldier. She then levitated the unconscious soldier on her back into the air and placed him at the guard's hooves. "I would think it wise to give this guard some medical attention. I want my penthouse sealed off and I want contact established with my sister as quickly as possible. Do _not_ inform any of the civilians of this situation. Panic is the last thing we need right now." The guard nodded, lifted the unconscious guard onto his back, and ran off to inform his fellow soldiers. Luna turned to look at the Doctor and Derpy. She looked very concerned and confused. "Something's not right here."

"You could say that again," Derpy chuckled nervously.

"She hasn't really attacked yet. All she's done is take away the power in the penthouse and possibly dispose a few of my guards. She should be cutting the crap and just going for me. So why isn't she? What's her game?"

"I don't know, Princess. But I think we better find out as quickly as possible," said the Doctor as he began looking around the lobby. He suddenly felt a chill rush along his body. He turned towards Derpy and found it odd that the chill seemed to be coming from her. Derpy turned to the Doctor and, for a second, something dark flashed in her eyes. "How are you holding up, Ms. Hooves?"

"Good. I'm a bit shaken up by all of this but I'll be fine. I know I'll be fine as long as I'm with you," Derpy replied.

"I'm glad you have faith in me. Anyway, am I the only one who's a bit chilled at the moment?"

"No. I feel cold as well," Luna replied.

"That's strange. I feel fine," Derpy stated. The Doctor looked at Derpy closely. Something was off about the pegasus...but he couldn't put a finger...er...hoof on it.

"For some reason, I'm not sure if that's a good thing or a bad thing," the Doctor whispered to himself.


	5. The Invader

Chapter 4: The Invader

_**The Moon of Gaia, 2000 C.E.**_

Derpy was quick to follow the Doctor and Luna as they made their way through the lobby and out into an indoor courtyard. There were a few ponies out but not that many.

"Where are we going?" Derpy asked.

"The communication tower. I need to inform my sister of what's happening," Luna replied.

_It won't help_, Derpy thought. She could feel her body grow slightly colder. Something wasn't right. Something wasn't right...with _her_. She wanted to tell the Doctor and Luna but something held her back. She wasn't entirely sure what it was but it was definitely powerful. They walked through a series of hallways before coming to what looked like an underground train station.

"A subway," stated the Doctor.

"This is our only way into the communication tower," said Luna.

"But you're an alicorn. Couldn't you just teleport there or something?" Derpy asked. Luna giggled.

"Under normal circumstances, yes. But the major sections of Moonbase One, the communication tower included, have special devices inside them to prevent anypony from teleporting inside. It's like that to help stop intruders, robbers, the like." A guard bowed and stepped aside to allow Luna, Derpy, and the Doctor onto the subway. The subway was certainly unlike any train Derpy had seen in her own time. It looked so clean, sleek, and futuristic. The trio made their way to the front of the subway and sat down. Nopony else was in the car with them. Derpy looked around for any sign of an engineer or a conductor.

"Where's the engineer?" Derpy asked.

"Our subway trains don't need engineers. They move on their own," Luna replied. Derpy heard a loud hiss as the doors of the subway train closed. The train began moving forward as a pre-recorded voice came on over the speakers.

"Thank you for using MO Expressway. Our next stop is the communication tower," stated the voice. As the train picked up speed and began roaring down the tracks, Derpy felt another wave of cold wash over her.

* * *

Three minutes of tense silence rolled by as the subway train rolled down the tracks. Tunnel lights and graffiti markings soared by the exterior of the windows. As the train rolled down the tracks, the Doctor thought about the current situation.

_This enemy of Luna's must be incredibly patient. I don't like it when the enemy is patient. This _she_ must have a plan then. I'm not keen on finding out what this plan is but I'll do my best to help Luna defeat her enemy before this plan falls into place_, the Doctor thought. He looked across the aisle to where Derpy was sitting. She didn't appear to be as shaken up as she had previously. He felt a bit proud of her. She was being fairly brave for somepony in a situation like this. She also had held her own quite well back during the Nightmare Moon fiasco. She could make a good companion. _No! Don't think like that! I'm not going to ruin another life! So many have had to pay so much for coming across me: Rose, Donna, Martha, Harriet, Astrid, Adelaide, Jack, Mickey, Adric, River, Susan...the list goes on. I have to end this before it begins!_

"You okay, Doctor?" Derpy asked. The Doctor cleared his throat, smiled, and nodded his head.

"Don't worry yourself, Ms. Hooves," he replied. "I'm fine."

"That's good." Suddenly, Derpy's face became practically emotionless. The words she proceeded to say sounded nearly robotic. "Because things are going to get dangerous quite fast." Before the Doctor could question her, a series of sparks shot up from in front of the train. The car shook violently for a few seconds and the lights flickered. A powerful chill swept through the train car. Luna stood up and her eyes proceeded to glow pure white.

"Show yourself, Demon!" Luna ordered. The lights shut off and the Doctor heard Derpy scream.

"DOCTOR!" she cried.

"Derpy?!" the Doctor asked as he jumped from his seat and pulled out his Sonic Screwdriver. The lights shot back on for a few seconds. The Doctor gasped. Standing at the end of the car was a horrific beast. It was difficult for the Doctor to find words to describe the creature. It looked like a female alicorn at first glance but, upon closer inspection, it appeared that the creature was constantly changing shape. Its body looked to be constructed out of solid smoke. Long, slimy tentacles oozing with an acidic toxin extended from its body. Its mouth was wide and dripping with white pus and its eyes were an icy blue. The Doctor looked around but could see no sign of Derpy. "Derpy?! Derpy, where are you?!"

The creature lunged for the Doctor and Luna. The lights went out. Something strong and cold smashed into the Doctor's body. The Doctor rolled along the ground and came to a stop underneath a collection of seats. His Sonic Screwdriver flew out of his hoof and rolled over to the other side of the car. He could hear the sound of Luna ramming her body into the body of the creature. Suddenly, a small white light appeared underneath the seats on the other side of the car. The Doctor noticed that the light was coming from his Sonic Screwdriver.

"White flashlight mode. That's new," the Doctor stated. His eyes followed the trail of light to the outline of Derpy huddled underneath the car seats on the other side of the car. "Derpy!" Derpy looked at the Doctor. The lights flickered on and off and Derpy disappeared. "DERPY?!" The lights flickered again and Derpy reappeared. The lights flickered and Derpy proceeded to disappear again. This cycle repeated over ten times as Luna and the deadly _her_ fought violently in the center of the car. Suddenly, a loud metallic _snap_ emanated from the back of the car. One of the Doctor's hearts stopped. Their car was now technically disconnected from the rest of the train behind them.

"Doctor...Doctor...it's so cold!" the Doctor heard Derpy cry out from somewhere in the darkness. "I'm so cold!" The Doctor heard Luna give off a loud groan. Something heavy, which the Doctor assumed was the creature, flew through the air and smashed into the front of the train car. There was a loud explosion as the entire front of the car fell apart and was pulled underneath the train. Powerful gusts of wind produced by air suction rolled and smashed their way through the car. The Doctor stood up and stared out down the tracks ahead of them. A track intersection was coming up with one track appearing to lead deep underground.

"Luna! Can you stop this train?!" asked the Doctor. Luna's horn glowed but the glow quickly faded. Through the flickering lights of the tunnel, the Doctor could see that Luna was pretty badly beaten.

"I...I don't have the strength," Luna coughed. The Doctor looked around for anything. He made his way over to his Sonic Screwdriver. As he reached under the seat to grab it, he noticed Derpy standing at the end of the car. Her eyes looked glassy and waves of cold were emanating from her body.

"Derpy?"

"We're going down," said Derpy in a cold, robotic voice. Suddenly, something flew up from the tracks in between the car they were in and the car behind them and stopped the rest of the train in its tracks. The Doctor could hear the sounds of surprised and scared passengers as their car careened towards the splitting tracks. The car leaned dangerously as it turned down the track that led deep underground. The Doctor pointed the Sonic Screwdriver forward and activated it. Hot sparks soared up from the wheels and into the car. The Doctor could feel his coat burning from the heat. The car gave off several groans and shrieks but it eventually came to a solid halt. As the adrenaline rush began to die down, the Doctor felt himself grow incredibly tired. He fell over onto his back and lost consciousness.

* * *

Derpy awoke to find herself lying on the train tracks. She didn't know how she had gotten there. The last thing she remembered was sitting in the train car and feeling a cold gust. Now she was lying on train tracks in a somewhat dark tunnel a few yards from a subway train car with its front blown off. Through the darkness, she could make out the shadowy outlines of Luna and the Doctor lying on the floor in the car.

"What...what happened?" Derpy asked.

_We happened_, replied a voice from within Derpy's mind. Derpy's breathing became hoarse and heavy. She felt her eyes widen and her heartbeat increase. The voice she heard wasn't one of her own confused thoughts. This was a separate entity all together.

"Who...who said that?"

_I did._

"Well, who _are_ you?"

_The Queen._

"The Queen?"

_Yes. The true Queen of the Moon. Your precious _Princess _Luna may have self proclaimed herself as the ruler of my domain but she is wrong. She has always been wrong._

"You...you're _her_, aren't you?" Derpy heard a cold laugh echo through the hallways of her subconscious.

_Yes. Does that frighten you?_

Derpy gulped and tensely replied, "Yes. It does." Another cold laugh came in response.

_Good. But you have no need to fear me, Derpy Hooves. You, as of the current moment, are a valuable asset to me._

Derpy sure didn't like the sound of this. "Why do you need me?!" she asked.

_My last skirmish with Luna left me quite...weak_, replied the Queen. _I fell asleep and woke up nearly 1000 years later. I woke up to discover a colony on my Moon. A colony of pathetic creatures who loved and respected my enemy and her troublesome sister. At first, I wished to destroy the base known as Moonbase One and kill all who lived there. But then I came up with a plan. I knew Luna would return one day. It was inevitable. I decided to hide away and wait. I'm very good at waiting, you know. Finally, Luna returned. I made my way towards the base but discovered that the combined powers of Luna and Celestia along with their advanced technologies were enough to keep my physical body out of the base. But...heh...they couldn't hold back my spiritual body. I scanned the base with my mind to find the perfect link, the perfect host. That's when I found you, Derpy Hooves. An innocent pegasus with a lot to think about but with hardly any way to organize said thoughts. A pegasus completely annoyed, enchanted, and intrigued by an odd stallion. A pegasus who was trusted intensely by my enemy: Luna. It took a lot of my energy but I was finally able to break in and attach to my target._

"Wait...does that mean that-"

_Yes. I'm inside you, Derpy Hooves. Our minds are one._

"No! Get out of my head! GET OUT OF MY HEAD!" Derpy began slapping herself and shaking her head vigorously. The Queen simply laughed at her.

_Oh, Derpy. That's not going to get me out of you. I'm not leaving...not until Princess Luna is dead._

"No! I won't let you hurt the Princess!"

_I'm afraid you don't have a choice in this matter. I'm the master in this relationship. You're the puppet. I've waited too long for this opportunity and I'm not going to let a puppet stand in my way._

Derpy gasped as she felt her body begin moving on its own. She tried to fight the Queen's influence but couldn't. It was then that Derpy noticed that she was clutching something in her hoof: a large piece of broken glass from one of the train car's windows.

_Now, be a good puppet and stab Princess Luna to death for me_, the Queen ordered with a chuckle. Derpy groaned as her body was forced to walk towards the train car. _And this Doctor seems to be a problem so I better have you kill him as well._ Derpy tried to fight the Queen's influence but it was too strong. She felt another chill reverberate through her body as she approached Princess Luna and the Doctor: the ponies she had no choice but to kill.


	6. Mind, Body, and Spirit

Chapter 5: Mind, Body, and Spirit

_**The Moon of Gaia, 2000 C.E.**_

The Doctor awoke to find a sore pain in his back. It took him a few seconds to register his surroundings. He sat up and looked at Princess Luna, who appeared to be unconscious. His ears perked up as the sound of soft footsteps on gravel echoed through the tunnel. He turned towards the destroyed front wall of the subway car to see a dark figure walking amongst the shadows. He wasn't able to identify who it was exactly until they came into view of the dim, flickering tunnel lights. It was Derpy. The Doctor smiled weakly and tried to call out to her but he was still recovering from the whole train car detachment fiasco. He was relieved to see that she was okay...but he also couldn't help but feel that something was off about her. Her eyes looked puffy and red, almost as if she had been crying, and her face was completely devoid of emotion. Her eyes looked glassy and soulless and her movements were almost robotic. That's when he noticed the shard of glass held tightly in one of her hooves.

"D...Derpy?" asked the Doctor weakly. She didn't respond. She simply kept walking towards the car. "Derpy? Are you okay?" Still, there was no response. "Why do you have that glass shard?" Still no response. Derpy lifted herself up through the opening in the car. Due to the bad lighting, she now appeared as nothing more but an overbearing silhouette. The glass shard sparkled in the dim lighting of the car. Derpy continued to walk forward. The Doctor began crawling his way over to Princess Luna. Something was definitely wrong about Derpy. He had a feeling of this earlier but now it was fact. Something was wrong with her. "Derpy...what's wrong? What's happened to you?" Derpy stopped and tilted her head at the Doctor.

"I am sorry, Doctor," replied the pegasus in a cold, logical tone. "You and Luna must be taken care of. The Queen needs to regain her home." She began walking again. The Doctor pulled himself up from the floor. He was glad that his injuries were beginning to heal slightly but he was still a bit too weak to take on the possessed Derpy. He turned towards Luna in desperation.

"Of all times for an all-powerful alicorn to be knocked out, this has to be the worst," he sighed. He then turned back to Derpy and began trying to plead with her. "Please, Derpy Hooves. Remember who you are! This isn't you!" Derpy looked at the Doctor. A wicked smile appeared on her face.

"Derpy's sleeping right now, Doctor. She will remain sleeping for a while," she stated. "It looks like you've failed to keep your promise." The Doctor felt a sting of guilt flow through his body. The possessed Derpy chuckled before turning her attention to Luna. She raised the glass shard. "Now sleep, _Princess_ Luna. Sleep and awake no more." The Doctor had to act fast. Using every ounce of his remaining strength, he pushed himself towards Derpy and grabbed onto her. The possessed Derpy struggled to force the Doctor off her. The glass shard fell from her hoof and shattered as it smashed onto the floor. The Doctor could feel Derpy's body grow increasingly cold. A large, black figure with icy blue eyes appeared in the corner of the subway car. A terrible hiss escaped from its mouth. "You shall sleep too, Doctor."

The Doctor could feel his strength fading away as the creature drew closer to him. Time was running out. He clasped his hooves firmly on Derpy's head. This was his last chance. Losing the last bit of his strength, he delved into Derpy's mind. The world became mush, the creature disappeared, and the cold air came to be replaced with the warmth of a kind, spring day.

* * *

Derpy didn't know where she was. She appeared to be floating in a white abyss. There was no pain, no fear, no hope, no anger, no sadness, no happiness. There was just...nothing. She tried to focus on a single thought or memory but it quickly escaped her grasp. Single words such as _doctor_, _queen_, _princess_, and _box_ would come to mind several times but she would quickly forget about them. It was an endless, relaxing cycle of remembering and forgetting. It was a painful land of bliss. Then...it began to grow warm. She could feel something solid appear beneath her. The surface felt soft and comfortable like the texture of a fine carpet. Derpy liked it. She noted how incredibly relaxing it felt. Then a wide, blue sky appeared above her. There were no clouds and there was no sun. It was just a nice, blue sky. Derpy sat up. She took note of where she was. She was sitting on top of a large, grassy hill. A massive tree was situated in the center of the hill. The hill had a gradual incline that ended at a cliff that extended down into an endless drop into the blue sky that appeared to surround the floating hill on all sides. Derpy stood up and examined the tree. Several odd objects hung from the branches: photos, food, toys, and even ponies that seemed to be nothing more than incredibly realistic puppets. Derpy realized that she recognized everything hanging from the tree. These were parts of her past. She reached out to a photo hanging from one of the branches. The photo was simple: two mares standing in front of a bakery. Derpy identified the bakery as Sugarcube Corner and identified one of the mares as herself. Her attention was quickly drawn to the other mare: a mare around her age with an orange mane, yellow coat, and a cutie mark consisting of three carrots.

"Carrot Top," Derpy said to herself. She quickly realized that she was no longer alone. She turned to see that an odd creature was sitting just a few feet from her. The creature was male with somewhat spiky hair on its head. It was wearing a simple, brown pinstriped suit. The suit looked oddly familiar. The creature turned to look at Derpy. A smile appeared on its face.

"Oh! 'Ello, Ms. Hooves!" stated the creature. Derpy recognized that voice. She gave a small smile and giggled.

"That's funny. You sound just like the Doctor," Derpy stated.

"That's me...sorta."

"What? You're not the Doctor! The Doctor's a stallion and-"

"Correction. The Doctor's a _Time Lord_. He only appears like a stallion due to being in your universe. Back in his universe he looks like this: like a human." Derpy scratched her head.

"I think I remember the Doctor mentioning humans before. Wait a minute...who are _you_ then?"

"I'm sort of the Doctor and sort of not the Doctor."

"How can you kinda be the Doctor and kinda _not_ be the Doctor?"

"It's complicated. Tell me, Ms. Hooves, do you know where you are?" Derpy looked around and shook her head.

"I'm not...dead, am I?" The self-identified Doctor laughed and shook his head.

"Nah. You're just unconscious."

"So...this is a dream?"

"Yes and no. More or less you've been shoved deep within your subconscious. I would assume that there would normally be more here but a certain parasite has been taking up a lot of space. _Your_ Doctor should be busy taking care of her right now." The Doctor pointed off in the distance. Derpy looked to see two massive storm clouds smashing into each other. One was black while the other was golden.

"I'm confused."

"Everything should make sense to you when you wake up. The Doctor will be able to free you from this _Queen's_ hold." Derpy began to remember several things at once: Moonbase One, Princess Luna, and the Queen of the Moon.

"I...I think I'm beginning to remember now."

"Then it shouldn't be too long before you wake up."

Suddenly, a loud roar began to reverberate through the air. The sky began to break apart like shattering glass and the grass on the hill began to turn yellow and die. Memories began to swirl around in Derpy's head like a tornado as the fighting clouds grew closer and closer. The self-identified Doctor looked at Derpy with a big smile.

"Allons-y, Ms. Hooves," he said before disappearing in a wisp of smoke. The fighting storm clouds were now swirling right above the dying hill. Derpy looked up at them. Large, slimy tentacles extended from the black cloud while the stallion Doctor reached down from the gold cloud.

"Derpy! Come on! Wake up! Wake up!" called the Doctor as he reached for Derpy. Derpy ran towards the Doctor. Everything felt like it was moving in slow motion and running towards the Doctor felt like swimming through an ocean of chocolate pudding. However, Derpy eventually managed to reach out and grab the Doctor's hoof.

"I'm here! I'm okay! Now get me the hay out of here!" Derpy cried. The Doctor pulled Derpy up into the golden cloud. Just as she began to return to the world of the conscious, a pair of deadly red eyes stared at her from all the way over in the horizon. The words of Sir Isaac Longhair echoed through her mind as she began waking up.

"The monster lies behind the glass," he had said. Derpy gulped as the red eyes continued to stare her down. Then she woke up.


	7. Queen of the Night

Chapter 6: Queen of the Night

_**The Moon of Gaia, 2000 C.E.**_

Separating Derpy's mind from the Queen's mind was certainly no easy feat. The Doctor could hardly remember the process of delving into Derpy's mind but he knew that he had been successful in his attempt. Everything was still blurry but his senses slowly began to return to him. It only took him a few seconds to realize that he was no longer in the destroyed subway car. He and Derpy were now in the middle of what appeared to be a tall observation tower. Computers and monitors of all sorts were scattered throughout the room. The ceiling was a large dome of glass and one of the wide walls was a massive window that overlooked the entirety of Moonbase One. Princess Luna was standing next to the window and was looking out upon the lonely surface of the Moon that lay beyond the safety of Moonbase One. The Princess sensed the Doctor's presence and turned around. She gave a sad smile.

"I'm glad to see that you're finally awake," she said.

"Perhaps you could fill me in on what's happened. I'm still a bit foggy on the details," the Doctor responded.

"You and Derpy have been out for at least an hour. I tried to separate you two but your hooves were glued to her head. I sought help from the soldiers to help the passengers of the subway accident and I took you here. This is the communication tower. I've already sent out word to my sister of what is happening...but I fear that there isn't enough time for her to arrive." Luna fell silent again and sighed. "I have to end this today, Doctor. She is still out there within close range of Moonbase One. She is weakened. I can sense this. I know I can finally put an end to this! I _must_ put an end to this!" The Doctor heard Derpy give off a slight moan as she began to wake up. Luna giggled. "I'm glad you two are okay...and even if this ends in my demise...I was glad that I was able to see you two once again." With that said, Luna disappeared in a flash of blue light.

"Ugh...my head," groaned Derpy as she finally awoke. The Doctor helped Derpy sit up.

"How are you feeling?" he asked.

"I think I've seen better days, Doctor. Being possessed by a moon queen takes a lot out of ya." The Doctor smiled at the pegasus and patted her on the back. She turned to look him straight in the eye. "Don't feel bad, Doctor. You still kept your promise in the end."

"I guess I'm just glad that I didn't screw up this time."

"_This time_?" Just then, a massive explosion rang out from the Moon wasteland just a few miles outside of the moonbase. The Doctor looked through the window and could just make out the form of Princess Luna fighting against a large, dark creature. "Princess Luna."

"She'll be fine, Derpy."

"How? She's fought this _Queen_ for centuries and she's never been defeated! The Princess is going to need our help, Doctor!" The Doctor looked at Derpy and gave a slight nod.

"I would do anything in my power to help Luna but I have no clue as to what weaknesses the Queen has." The Doctor and Derpy were silent for a moment. Derpy then gave the Doctor a tap on the shoulder. He turned to look at her. She had a spark in her eyes.

"I think I have an idea...but you're going to need to get me close to the Queen."

"I have a feeling that your plan is quite dangerous, Ms. Hooves."

"It is."

"But you're still willing to do it."

"Yes."

"Well, I am too."

"Then?" The Doctor wrapped one of his forelegs around one of Derpy's forelegs and smiled.

"Allons-y, Ms. Hooves."

* * *

Derpy and the Doctor ran as fast as they could through the hallways. There had to be a way to get out on the surface of the Moon. It was 2000 C.E. There just had to be a way. The Doctor led Derpy most of the way as he was able to understand most of the futuristic terms and directions seen on the signs. They eventually found their way into a place called the Launch Bay.

"Ah! Here we go!" said the Doctor as he approached a miniature spaceship that looked only big enough to fit three ponies at max. The Doctor hopped into the pilot's seat as Derpy hopped into the passenger's seat.

"How do we start this thing?" Derpy asked.

"From the looks of things, one would normally need a key but," The Doctor reached into his pocket and pulled out his Sonic Screwdriver, "luckily we have a way to bend around the rules." He then pointed the Screwdriver at a little slot on the control panel and activated it. The ship flared to life. The doors closed with a soft _hiss_ and a comfortable vibration began moving throughout the ship. The Doctor fiddled with the controls and grabbed onto the main steering wheel in front of him. "Never driven a ship with hooves before. Well, I guess there's a first time for everything!" The Doctor pulled up on the wheel and the ship proceeded to levitate into the air. A voice emanated from a nearby speaker.

"Please proceed to the air lock," stated the voice. The Doctor nodded and flew the ship through a nearby tunnel. Derpy could hear the sound of large, metal doors closing behind them. A large door opened in front of them to reveal the surface of the Moon. The Doctor sped up the ship and within seconds they were flying away from Moonbase One and across the lifeless Moon surface.

Luna and the Queen were both going at each other with extreme ferocity. Derpy could feel her heart begin to race faster but this came from more or less a feeling of excitement rather than fear.

"Perhaps you could fill me in on what you're planning to do," said the Doctor.

"I'm going to try and be her weakness," Derpy replied.

"Come again?"

"Well, for a time, her mind and my mind were connected with each other. Even though the connection has been severed by you, I think it would be easy for one of us to make it again with enough effort." Derpy looked at the Doctor and she could tell that he was feeling a bit nervous about her plan. "I think, if I try hard enough, I can do to her what she did to me."

"You mean you're going to try and possess her?"

"Not really...just kind of stall her. Give Luna enough time to finish her off. I don't think the Queen has any physical weaknesses but-"

"Maybe we can try to access some of her psychological weaknesses!"

"Exactly!"

"Hmm...you're quite an intelligent mare, Ms. Hooves." Derpy could feel herself blush. The Doctor put the ship into a neutral mode, allowing them to levitate peacefully and watch as the battle swirled in front of them. Derpy began to breathe heavily. The Doctor placed a hoof on her shoulder. "Are you sure about this?"

"Yes. I'm sure." Derpy grabbed the Doctor's hoof and placed it on the side of her head. "But I think I'll need a bit of help." The Doctor smiled and nodded. Both Derpy and the Doctor took a deep breath and closed their eyes. Derpy focused all of her mental strength on accessing the Queen's mind. She could feel the Doctor's influence pushing her along. Her body seemed to melt away and be replaced by a feeling of pure weightlessness. A powerful urge came over Derpy to allow herself to spread out into a cloud of particles but she resisted the urge. She focused on the Doctor's push and she focused on finding her way towards the Queen. Through the darkness, a dim light appeared. Derpy reached for the light. With one, last push from the Doctor she reached forward and grabbed the light. She let out a loud gasp as a world began to form around her.

The darkness disappeared to be replaced by a vast ocean. Derpy was sitting on a single piece of rock that appeared to have been taken from the Moon's surface. Derpy looked down into the depths of the water. Their were patches of water where Derpy could see all the way down to the bottom of the ocean. Horrible monsters and horrific images swam around in the water's depths. Derpy refrained from looking at them. She had no interest in learning anything about the Queen's history. Derpy looked up. The sky was icy white with no clouds or sun. It was just a white sheet of a sky. Derpy thought back to the hill in her own subconscious and realized just how much she missed it. The ignorant bliss of freedom. She had the urge to dissipate again and travel back to the hill. The urge was much stronger here than it was in the dark void that she had traveled through. Something was trying to push this urge on her. Derpy couldn't allow herself to fall victim to this urge. The Queen was probably aware of the mental invasion and would do anything in her power to either push Derpy away or try to posses her once again. Derpy couldn't allow this to happen, but this was easier said than done. Derpy didn't like the ocean that represented the Queen's subconscious. It was cold, vast, and frightening. Occasionally, a terrible monster would rear its head up through he surface of the water. Horrible creatures that Derpy couldn't even find words to describe. They would never try and attack her. They would just stare at her. As if they were attempting to frighten her off. Some of the creatures were the size of large alicorns while some were the size of mountains. All of them did the same thing. They would surface, stare at Derpy, and then either sink below the waves or get pulled under by another monstrosity.

Derpy tried her best to focus in on something. Anything would work. She had no idea what was happening in the world of the conscious or if her invasion was having any effect on the Queen. Anypony would think that being isolated in the middle of a vast, mental ocean would allow somepony to think easily...but this was not the case. Derpy found it incredibly hard to focus on anything. She was beginning to lose herself. However, just as she was about to give in, she once again felt the Doctor's hoof on her shoulder. She turned around and nopony was there. He wasn't in the ocean with her, but he was still with her on the outside world. He was staying by her and helping her so that she would be able to accomplish the goal she had set out to do. She wouldn't give up. This was for the Doctor, for Luna, for Moonbase One. She couldn't give up.

"I know what you're trying to do," taunted a familiar voice. Derpy looked up to see the dark outline of an alicorn descend its way towards her. The alicorn looked a lot like Nightmare Moon, instead with red eyes, tentacles extending from its back, and toxic poison dripping from its mouth. Derpy felt that she should be afraid but she wasn't. She stood up and stared at the alicorn as it descended towards the surface of the water. It came to a smooth stop just above the surface of the ocean a few yards from where Derpy's rock island was floating. "I have to admit that I am quite impressed, Derpy. I would not have expected one to invade my mind. But, no matter, you are no worry to me."

"I can stop you. I know I can," Derpy stated. The Queen smiled and laughed.

"How? What is your plan?"

"Invade your mind and wing it." Derpy extended her wings.

"You should have thought out your plan much more thoroughly."

"I guess...but where's the fun in that?" Derpy took off into the sky. "If I'm not that much of a problem, then you shouldn't have to work that hard to catch me." Derpy giggled as she gave her wings a big flap and flew up towards the sky. The Queen laughed and took off after her. Derpy flapped her wings as fast as she could. She had never worked herself to fly as fast as she currently was. She expected her body to grow tired quickly, but this didn't happen. In fact, she had more strength here than she ever had before. She assumed that this was because she was in a subconscious body versus her physical body. However, the Queen was definitely fast in her own right and was catching up to Derpy quickly. She had to think of something fast. "Come on, Derpy. Think! Think!" Then she got an idea. This was a world constructed from the Queen's subconscious. The Queen had been able to control and manipulate Derpy's subconscious...so why couldn't Derpy do the same? Derpy thought long and hard.

"What...how?!" Derpy heard the Queen ask. Derpy looked down and smiled. Land was beginning to appear instead of ocean. The Queen was definitely fighting back as the water and land clashed with each other. Derpy was so impressed by her feat that she forgot about the Queen catching up to her. Derpy yelped as the black alicorn grabbed onto her. Derpy could feel the urge to dissipate grow stronger than it had previously. There had to be a way out of this. Then she thought back to her meeting with the other Doctor. The subconscious wasn't a dream...but it sure acted like one. Maybe...Derpy could call for help. Derpy closed her eyes and focused.

"Please, Doctor. If you can hear me...I could really use some help right now," Derpy said under her breath. Derpy heard the Queen yelp and Derpy opened her eyes. The other Doctor had materialized on the Queen's back.

"Other Doctor!" Derpy cried. She then gave a slight frown. "I was kind of hoping for the real Doctor."

"Now that's not very nice! Besides, your Doctor is using most of his mind to focus on keeping the Queen from smashing the ship to the ground! I'm the only help you've got right now, Ms. Hooves," stated the Other Doctor.

"I'll take what I get, I suppose." The Queen looked at the Other Doctor and tried to knock him off. The Other Doctor crawled up onto the Queen's head and wrapped what Derpy suddenly identified as hands around the Queen's temple.

"You like invading other's minds and learning their memories, eh?" asked the Other Doctor. "How about getting a taste of some of mine?" Golden light began pouring from the Queen's eyes. Derpy could see several random images flash before her: a planet getting destroyed by a star, moving statues, monsters in armor, planets in the sky, water monsters, a spider creature, and even a wasp the size of a teenage dragon. The Queen gave a great shove and knocked the Other Doctor off her back. She then proceeded to let go of Derpy and wrap her hooves around her head. Derpy flew down and grabbed onto the Other Doctor.

"Got you!" Derpy cried.

"Thanks!" said the Other Doctor. The Queen continued to scream and holler as golden energy poured from her eyes, ears, and mouth.

"Your memories must be pretty scary, Doctor."

"You've got _no_ idea." Suddenly, a powerful shockwave shot through the air around them. The Queen began breaking apart like an aged statue and the land and water beneath them began to become black like tar.

"What's happening?!" asked Derpy.

"I think you allowing me to show the Queen my memories has created the stall that you wanted," replied the Other Doctor. "Time to wake up again." Derpy watched as the Other Doctor disappeared. A wave of warmth rushed over her, the world around her disappeared into darkness, and she woke up once again.

* * *

The Doctor pulled the ship to the side as another large tentacle swung at him. Luna was trying her best to keep the Queen from attacking him and Derpy but she could only take on so many tentacles at once. It was pretty hard flying a ship with one hoof on the wheel and the other glued to Derpy's skull. The Doctor could feel a part of his subconscious getting pulled into Derpy and projected to a far off location, but he didn't focus on this feeling for he had to focus on keeping the Queen from knocking him to the ground. Just then, a golden shockwave emanated from the Queen and stalled her for a few seconds. Luna flew in and disappeared in the dark cloud surrounding the Queen. There was another great explosion of light as the Doctor watched the dark cloud and the tentacles disintegrate into nothing. The Doctor imagined that a loud roar would have been heard if not for the vacuum outside. The Doctor took a quick note about how impressed he was that there was magic in this world that allowed one such as Luna to breathe in space. He didn't focus on this long for a sharp pain rang out through his hoof and head as Derpy returned to the world of the awake.

"Mission accomplished?" the Doctor asked as he rubbed his temple.

"I think so," Derpy replied as she gave long, tired breaths. The Doctor and Derpy watched as the dark cloud in front of them slowly faded away into nothing. All that remained of the Queen was a patch of black tar. The tar slowly faded away as Luna stood over it. Luna then levitated up and smiled at the Doctor and Derpy. Luna's voice echoed through their ship.

"Thank you, Doctor. Thank you, Derpy. I know you two had something to do with this," she said.

"Maybe," teased the Doctor.

"Possibly," teased Derpy. Derpy looked towards the spot where the black tar had been. "Princess, is she really gone this time?"

"Yes. I can't sense her anymore. I am one hundred percent certain that she is no more," Luna replied. "I've finally fully reclaimed my Moon."

"Well, when you think about it, the Queen of the Moon could never stand a chance against the Queen of the Night," said the Doctor. Luna giggled and Derpy rolled her eyes.

"You mean _Princess_ of the Night," Derpy corrected.

"Oh shut it, Ms. Hooves." Derpy smiled and laughed in response to the Doctor.

"Come. My soldiers need to learn that the danger has passed...and I'm sure that the two of you could use a rest," said Luna.

"You too," added the Doctor. Luna giggled again.

"Yes...a rest sure sounds nice after all of this."


	8. Home, Please

Chapter 7: Home, Please

_**The Moon of Gaia, 2000 C.E.**_

The Doctor was unsure about how many hours he had spent sleeping in Luna's penthouse. As he woke up, he realized that he couldn't remember the last time he had even slept. Being a time-traveling Time Lord tends to keep one awake. He hopped out of bed and trudged into the kitchen to grab a quick bite to eat. It was here that he found a simple note sitting on the table. It read:

_Doctor,_

_I'm by the TARDIS if you're wondering where I am._

_-Derpy_

The Doctor quickly finished his breakfast and made his way down to the ground level. As he walked through Moonbase One, he noticed that there were a lot more soldiers than there had been previously. He figured that Princess Celestia was probably there already and was busy discussing the events with Luna. The Doctor made his way back to the Viewing Hall where the TARDIS had been parked. He was glad to see that it was still there in tip-top shape. Derpy was sitting a few feet away from it and was looking out towards the surface of the Moon. The Doctor smiled as he approached her. He walked up next to her and sat down. Derpy gave a sigh as a sign that she acknowledged the Doctor's presence.

"It seems so different now, the Moon," Derpy stated.

"The way things look to us tend to change over time," the Doctor replied.

"I can't begin to tell you how glad I am that this is over. I hope that I'll never have to invade anypony's mind ever again." The Doctor felt Derpy turn in his direction. "I saw you there."

"Hmm?"

"In both my subconscious and in the Queen's."

"Well I _was_ kinda there on both occasions."

"No. You looked different. You took another form. I think I remember you saying that you were in a _human_ form." The Doctor fell silent as he turned to face Derpy.

"Hmm...interesting."

"So...I guess I saw what you looked like before appearing in my universe."

"I believe so." The Doctor let out a deep sigh. "I'm glad you're okay, Derpy." Derpy smiled. "This shouldn't have happened."

"Don't start blaming yourself now, Doctor. It all worked out in the end. I'm still fine, Luna's alive, the Queen is gone, and Moonbase One is intact. Unlike what happened with Nightmare Moon, we can at least say that this ended on a positive note. You _did_ keep your promise to me after all."

"But how long will I be able to keep it?" Derpy was about to say something when Luna appeared in the room.

"I knew I'd find you both here," she said.

"How?" asked the Doctor. Luna nodded at the TARDIS.

"Where there's the TARDIS, there's the Doctor and his companion."

"True." The Doctor and Derpy stood up and approached Luna.

"How's everything going?" Derpy asked.

"Better. Celestia has arrived and I've just finished explaining the situation to her. I'm sure she'd be happy to see you two again."

"Thanks but no thanks," said the Doctor as he turned to Derpy. "I need to get Ms. Hooves here back to her home time."

"Ah...yes. Well, another time then!" The Doctor clapped his hooves and the TARDIS doors flew open. "Thank you...both of you. It's thanks to you that I've finally been able to bring this age-old conflict to rest."

"Your majesty...the Queen. What...what exactly was she? Why was she the way she was?" Derpy asked suddenly. Luna sighed and shook her head.

"I'm afraid that I can't answer that."

"Could...could there be more like her out there somewhere?" Luna turned towards the window and looked out at the endless collection of stars in the lunar sky.

"Possibly. The universe is quite large. I wouldn't doubt for a second that there's more like her out there. How she got here, when she got here, and what her species and true name were...I fear shall remain a mystery." Luna then turned to the Doctor. "I implore you, Doctor, to not try and find her home world. I fear that this is one mystery that should remain unsolved."

"I try not to find trouble, Princess. Trouble tends to find me," the Doctor said with a chuckle. Both Derpy and Luna smiled and giggled.

"Yes. I suppose so," said Luna. Luna approached the Doctor and gave him a farewell hug. "Hopefully we'll be able to have a peaceful reunion at some point."

"I make no promises, your majesty." Luna then turned to Derpy and hugged her.

"Take care, Derpy."

"I will," Derpy said in return. Luna then broke the hug and took a few steps back. The Doctor stepped aside and beckoned Derpy into the TARDIS.

"After you, Ms. Hooves," he said with a grin. Derpy nodded and began to enter the TARDIS. Suddenly, something caught Derpy's eye as she turned towards the viewing window. The Doctor turned towards the window but saw nothing. He turned back to Derpy in time to see her quickly walk through the TARDIS doors. The Doctor then turned to face Luna one last time. "Take care, Luna."

"I will, Doctor," Luna said back. The Doctor nodded with a smile before entering the TARDIS and closing the doors behind him. He looked ahead to see Derpy standing next to the main console.

"Home?" asked the Doctor.

"Please?" Derpy replied.

"Of course." The Doctor stepped towards the console and began working the controls. The TARDIS shook and Derpy grabbed onto the console.

"Doctor...do you happen to know any aliens associated with reflective surfaces?"

"Possibly. There are millions of species of aliens out there, and I'm sure there's loads of aliens in this universe that I've yet to discover. Why do you ask?"

"Oh...no reason." The Doctor could tell that Derpy was hiding something but he decided to question her about it later. The TARDIS proceeded to give off its signature sound as it began its journey back to 1002 C.E. _VVRROOMMPP! VVRROOMMPP! VVRROOMMPP!_

To be continued...


End file.
